Young Spider-Man
by AnimeKing6
Summary: Adrian Harper was once just your average kid. Well, mostly average since he was a very smart cookie. However his whole life will change forever when he goes on a field trip and gets bitten by a radioactive spider. After gaining powers Adrian will learn one important lesson that will be forever a part of him. With great power, comes great responsibility. Possible Spidey and Batgirl.
1. Story Intro

**AN: I've thought about it for a long time and though I've not done something like this in a long time I decided to give writing Fanfiction again. I can't promise I'll be perfect. Who can say they are after a long time Hiatus? Well I've decided to go with this idea. Of Spider-Man being within the Young Justice universe. It was partially inspired by Avatar Conner's Son of the Wolverine. If you haven't read it check it out for yourself. Now it's going to be my OC rather then it being Peter Parker. The two will be similar in and out of costume but they will have unique differences. Also I will not have my Spidey join the team right away. I want to develop the story of Spider-Man in this universe first before that. As for villains I will of course keep some of the rouge gallery and if possible have some DC villains included. I am open to suggestion as to who those villains are but I am for sure Joker will be one at some point. Anyways here is an intro that will I hope garner your attention.**

 **Disclaimer: I do not own anything related to Spider-Man or Young Justice. I also do not own any possible music that may come up during the story.**

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(90s Spiderman Animated theme)

Adrian Harper was on a school field trip with classmates at an advance science lab. Soon a red and blue spider came down from a web line right down onto Adrians right hand. The spider soon bit into his hand making the teen let out a small yelp of pain as a small mark formed on his hand.

Later it showed Adrian crawling up onto a wall before going up to the ceiling with an excited grin on his face. Soon he was in his Spiderman costume which was red and blue with web design all along the red parts of his costume. He puts on his mask which was red and had the same web design. The lens of his eyes were pure white as he looked down from a building he stood on.

Spider-Man swung over New York with a web he shot out of his wrist before firing another webline. Spider-Man swung down webbing two bank robbers to a wall before turning just in time to avoid a blast from the Shocker. Spider-Man shot two weblines as they attached under the wings of Vulture as he was lifted off the ground.

Adrian was pulled out of the papers by the lovely Barbara Gordon as she looked at the hero with a small smile. Spider-Man soon stood face to face against the Joker as he tossed razor sharp cards at the hero. Spiderman spun in the air to avoid the cards only for Joker to pull out a large gun. Only instead of a bullet a large fist came out hitting Spider-Man in the gut sending him flying.

Spider-Man soon was swinging on a webline chasing the Green Goblin on his glider laughing maniacally as he held two pumpkin bombs and tossed them at the web-slinger. Spider-Man landed on the S of the title of the story.

Young Spider-Man


	2. Chapter 1 How it all began

**AN: Well it took me some time. What between some life things happening and my internet blinking out on me now and again. But the first chapter is done. I would like to give a shout out to my friend Golden Heart The Wolf King for helping me out on some grammar errors I had done before. Without further ado I present to you the first chapter of Young Spider-Man.**

 **Disclaimer: I do not own anything related to Spider-Man or Young Justice. I also do not own any possible music that may come up during the story.**

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Chapter one: How it all began.

 **Hi there. Well you're probably wondering how this came to be huh? I mean who wouldn't want to know about this kind of situation? I gotta tell you it's one heck of a story. If I wanted to be mean I could have just kept it short and simple. I got bit by a spider, gained powers, some stuff happened and now I'm a web swinging hero in spandex. But that wouldn't tell you the whole story now would it? Well to tell you the story of how I gained my powers I would have to tell you who I am. You see, my name is Adrian Harper. I was just a 16 year old kid in high school.**

New York City was a huge metropolis that was filled with skyscrapers that reached up high in the sky anywhere between a few stories to up to hundreds. There are five boroughs of New York City each one unique in its own way. Manhattan, Brooklyn, Queens, the Bronx, and Staten Island. The streets were filled of all kinds of people from the important business man to the homeless that sits on sidewalk with cups close for generous people to place spare change. A brown 20 story building came into view as it stood in the center of the street it was on. This was an apartment building, not much in terms of appearance and it could be small in certain places but it was home. At apartment number 1962 was three bedroom two bathroom apartment. The place wasn't very big but it served to be a good home to the occupants. Inside one of said bedrooms was a 16 year old boy with short black hair that was all over since his head was laying on a pillow. He was at least 5' 9". The boy was contently asleep until a pillow had hit him in the face. "Wake up little brother." The teen let out a groan as he tossed the pillow away before trying to go back to sleep. That was until the pillow hit him again. The teen shot up and rubbed his sleepy brown eyes as his lanky body came up wearing a black t shirt and plaid pajama bottoms. Once his eyes had adjusted to the morning light the teen glared over to the source of the voice.

It was a young man with short sandy blonde hair and sky blue eyes. He was at least five to six years older than the teenager. He had a much stronger build to him then the teenager. Much like a linebacker from a football team. He was taller than the teen at 6 feet. He wore a grey shirt over his broad chest with the logo of the New York City Police Academy. He wore dark blue gym pants that was much standard. He had crossed his arms with a small playful smirk as he looked at his little brother. "Come on Adrian. It's only 6:00 am. You got to get up early if you want to try and get the good seat for breakfast." He stood up from the bed he sat on that was only a few feet away from Adrians.

Adrian rolled his eyes as he stretched his arms up over his head letting out a long groan as his body still felt a little tired. He slowly stood up as he looked around his and his older brothers room. The room was about a 20 feet long and wide at least, not much space when you have two people sharing the room but they somehow made it work. With one side close to Adrians bed was a rolltop desk which housed a laptop, some papers that was a mess which was possibly his homework and a chemistry kit that he had gotten from his dad on his 15th birthday. You know once he proved he could keep harmful chemicals from destroying their home. On his brothers side were many posters of famous bands such as U2, Nickelback and Green Day. He also had a poster of the NYPD asking to join in the fight against crime. At the center between their two beds was a night stand that had two alarm clocks with a picture that was flat down that hid the photo. "Whatever Sam. You're just excited because in a couple of days you're going to graduate from the Academy. I just hope that means you'll be moving out soon and I can finally have a room to myself without having to sniff your body odor." Adrian laughed this time he was prepared for the pillow that was thrown at him. Adrian ducked under it and grabbed it throwing back at his older brother. Sam just swiped it with his right hand and jumped at Adrian. Adrian could not escape the headlock his brother had on him and noogie him mercilessly. "Okay! Okay! Uncle, I call uncle!"

Sam let Adrian go and just hugged his little brother a little. "Alright get changed and I'll meet you for breakfast." Sam got up from the bed his brother uses and head towards the door to their room.

 **In case you didn't figure it out already that's my older brother. Sam Harper, he's the oldest of the three kids that lives here. True he's technically a man since he's 22 years old but he's kind of a kid at heart. Which was freaking crazy when we learned he was aiming to become a police man. Someone as good natured as my brother going off to fight bad guys? But I guess he wanted to spread the good will to the people here.**

Adrian shook his head with a fond smile as his older brother left their shared room. Which gave Adrian time to change out of his sleep wear. Adrian would soon come out of the room in a red shirt with black writing in the center that read the following. 'Heroes come in all sizes.' He also wore black jeans that had had a white spot on his right knee, a moment of spilt bleach and it has never been the same since. Adrian didn't care, they were kind of like lucky jeans. That and he hasn't done laundry lately so these were the only clean pair he had. He came to the living/dining area of the apartment just as another man came from the small kitchen. He was much older at least in his late 40s, his short flat top hair was black with grey color at the top part of his hair. His arms had a little bit of muscles though the same could not be said with his gut, a round belly as a result of eating pastry for years. Lucky for him his work kept him from getting obese, he was roughly the same height as Sam who was six feet. His brown eyes looked to Adrian as the man smiled at him as his voice gruff but it still retained a kind tone of voice. "Good morning son. I hope you got some good night's sleep."

 **That's my dad Mark Harper. He's a great dad. I mean being a single dad taking care of three kids wasn't easy for him when mom died but he never lost his kindness. He works as a city repairman. A lot of things get broken in a city like this. He did however have one great weakness. He loves carrot cake. Whether large or small he'll gun for it. Even he admits that he can go nuts with it as he joked about it with his round gut.**

Mark looked at his two sons and rubbed his hands together as he walked back to the kitchen. "Breakfast is almost ready. Now if one of you can go wake up your sister we can eat."

Both Sam and Adrian looked at each other with with wide eyes having forgotten about the fourth member that lived in this household. Both of them had this little game they played whether one didn't want to do something that was considered to be both annoying and potentially dangerous or what was considered dangerous in this apartment. One of those was waking their little sister. "Not it!" Both yelled but only Sam got his hand up faster then Adrian could. Adrian cursed at his rotten luck as Sam just smirked at his brother while crossing his arms.

Adrian got up from his seat as he walked on over to the hallway and made it to the second door on the right. He slowly opened the door to reveal another bedroom. The walls were all pink with posters of typical girl things. Boy bands that no one will remember in about a year or two, pictures of friends and some of family with Adrian, Sam and Mark with said girl that lay asleep in the white bed. She was at least 12 years old with shoulder length sandy blonde hair, she wore a pink pajama set with the shirt being a lighter shade then the bottoms. She looked so peaceful in her bed asleep but Adrian knew that was more than likely going to change. With a heavy heart Adrian came in slowly the window blinds shut not letting in enough light to wake the girl. Adrian pulled up the blinds letting the sun light blazing in the room. The girl let out a tired groan as the light hit her eyes. She opened her sky blue eyes before adjusting to the light on top of her eyes adjusting to it, then narrowed as she glared at Adrian. "You better have a good reason for waking me up. Or else I'll swap around your chemicals again."

 **This charming preteen is my little sister Margaret Harper but sometimes we call her Marge. Don't let her cute face fool you though. She's like a shark in chum filled water sometimes. Wild and uncontrollable. But she's a good kid for the most part. She never gives into peer pressure for doing something dumb. Like smoking or anything illegal that some kids her age get into. But I still don't like to get on her bad side. For she has a mean temper and a very creative way of getting revenge. My chemicals being just one example when I took the last cookie in the jar that she claimed was hers.**

Adrian shivered at the thought of the incident when he was working on his chemistry set and it had blown up on him. He shook his head to dismiss that thought as he looked at his little sister. "Not unless you dad's good breakfast and get ready for school." Marge let out another groan but told him that she would be out soon. So with that Adrian soon left the room leaving his sister be to get changed. He smiled just as breakfast was being served. His dad's famous chocolate chip pancakes with banana and bacon. He watched Sam eating his food already so Adrian came to his spot to get his food.

After adding some maple syrup to the mix Adrian began to eat letting out a moan that the wonderful food that he had in his mouth. Soon enough Marge came out of her room walking in wearing a pink shirt that had the symbol of Wonder Woman on the chest and a blue skirt that went down to her knees. Soon enough everyone was enjoying breakfast together. Mark, his two boys and his daughter.

 **Yep everything was great. Now before you ask where's mom in this picture let me tell you real quick. You see my sister was only one years old when mom was killed by an accident. Drunk driver wasn't paying attention and he hit her. So yeah, we might not be like a 'whole' family but at least we had each other. Dad had his job, Sam was about to graduate the police academy, I was in my second year of high school and Margaret was in middle school. But like everything good it didn't last forever. It all had started with a school field trip to Star Labs here in New York.**

Adrian was coming off the school bus with his classmates from his science class. He looked up in amazement with a smile as the tall building stood before him with the name and logo of Star Labs at the front. It may look brand new because of how well maintained it but Star Labs has been here for a while now. It was one of the most advance companies of science kind of like Wayne Enterprises. Adrian was knocked from his thoughts when two jocks pushed him onto the ground laughing as they walked away. Adrian glared up at the two meatheads as he pushed himself to his feet wiping off dust and pebbles. "Just those two wait. I'll be living it up in a mansion with a hot girlfriend while they fix my plumbing," Adrian whispered with a frown on his face. He hated bullies, especially ones that came after him because he was smarter. The only reason he didn't fight back was because he wasn't as strong as those guys. Adrian may be an A student he was still a teen which meant he was just as vulnerable to desires of the teen. Such as punching back a punk that rubbed him the wrong way, listening to music loudly and of course looking at girls. However for poor Adrian never acted on anything negative always trying to find a bright side of things.

The tour was so exciting! It was to Adrian anyways as he grinned as he saw all kinds of inventions that could further improve the lives of humans. Better robots that could disarm potential bombs, medical research that could lead to was like a dream come true for the teen then the tour came to something that creeped Adrian out a little. Spiders. "And these are some spiders we are working on. We are experimenting on how different genetically modified spiders handle radioactive material. Now don't worry they are secure in their containers so there is no need to fear about them." Adrian looked at the different spiders as he watched as some had some unique features to them. Some had different colors that normal spiders didn't really have. He did feel an urge that was completely natural.

"Excuse me." I said with a raised hand as I looked at the scientist who was giving the tour. "I was wondering what kind of spiders you have here in these containers. Some of them look different then normal. What kind of spiders are these?" Adrian asked out of curiosity as he stood back up unaware that one of the containers was empty. A spider was missing and no one seemed to noticed it.

The scientist shook his head with a friendly enough smile on his face as he looked to the inquisitive young man. "Just your garden variety of spiders you commonly see. Nothing that would have deadly venom, at least not deadly to humans anyways. Like I said we're testing to see how these spiders react to different radioactive material. Though we are only in preliminary stages nothing conclusive yet. Now if you will follow me I can show you some things that we do know work." The tour guide said as most of the other classmates walked to follow. Adrian lagged behind as he kept his gaze on the spiders in their containers. Unaware that one such spider was lowering itself down on a web line. The spider was red and blue as its eyes laid onto its target. Adrian, who was too focused on looking at the other spiders in the containers. The one he didn't see the one went down onto his arm, moved down the forearm right to the back of his right hand. It reared back with its pinchers, before plunging down on it releasing just small amounts of venom. Adrian yelped in pain as he shook his right hand watching the red and blue spider fall to the floor before it crawled under the table. Once hidden the spider suddenly felt weak before it fell onto its back curling its eight legs to itself dying. Adrian let out a low hiss as he looked down at the small mark it had left on the back of his hand. Adrian shook his head as the pain slowly died down from his hand. Little did he know was that bite would change his life forever.

Adrian felt sick when he got home. His stomach was churning on the inside and his head was pounding hard from a massive headache. As he opened the apartment door Adrian let out a low groan as he walked across the moderate size apartment. Since Sam was spending the night at a friends to study for one last exam, Marge didn't usually get back from school until a couple more hours and his dad was still at work so Adrian had a couple hours to himself alone. Now normally he'd be working on either homework or experiment with his chemistry set though in this case he felt too sick to do that so instead he just went to his room and slump down on the bed closing his eyes. As he rested his body began to change as radioactive spider venom interacted into his bloodstream. As the blood eventually went to his brain everything changed from there.

It was at least 5 hours when Adrian finally woke up. He let a low groan as he looked up and saw that it was night time outside his window and his alarm clock read 8:25. He moved a hand over his face as he let out a small groan feeling a little better still not quite there yet. However his need to get something to drink took priority so Adrian crawled out of bed still in the clothes he wore for the day. As he walked into the living/dining he saw that his dad and Marge were just setting the table for dinner. Mark looked as his 16 year old son walked towards the kitchen. "Hey Adrian. We were just about to come and get you. Tonight we're having tacos."

While Adrian loved to have some good tacos that his dad probably worked hard to make Adrian just didn't feel up to eating anything right now. As the teen grabbed a cup and turned on the faucet to get some water. "Actually dad….I'm not feeling too hot. I think...I'll just…..skip tonight and rest." Adrian took his glass of water and drank the whole thing in one go before putting it in the sink.

Mark looked concerned as he watched the brown hair teen walk back towards his room. "Do you need anything Adrian? Any medicine that you need?" He asked while Marge looked at her older brother with a raised eyebrow watching him as he opened the door to his room.

"No thanks dad. I just need some sleep." Adrian replied as he closed the door behind him. He was just glad that Sam wasn't here tonight because he was too tired to listen to his snoring. Adrian got into his bed and pulled the blanket over himself after making himself comfortable. Falling asleep once again. It wouldn't be until the morning the next day when he would notice the changes to him.

Adrian woke up to the alarm clock that was set to its normal time. The brown hair teenager just groaned slightly at the annoying buzzing. He reached over and pat down on the clock shutting it off. When Adrian sat up and stretched his arms yawning he felt…..great. He swore he never felt so energized before. Though he probably stunk so after he took off his shirt and put it in the hamper he noticed that it was emptied. He found his clothes in a basket and a note from his dad. That since he didn't feel well he did the laundry but he was putting it back. Adrian laughed lightly before going across the hall towards the bathroom. When he looked into the mirror his eyes went wide at what he saw. What used to be just a teen that was lanky was a slightly more muscular teen. He was still pretty thin so it was more subtle if he wore his usual clothing though seeing him without his shirt now Adrian could clearly see the difference. He moved his right hand over his left arm lightly squeezing his bicep feeling his muscles were bigger than what it was before. _'What the heck happened? I was nowhere near this kind of development.'_ Adrian thought to himself as he looked at his torso. He could see the beginnings of a six pack being formed but it still had him thin so it wasn't quite clear. Figuring he'd look into this later Adrian simply showered himself and got changed. His clothes hid his newly found out muscles well as Adrian came into the living/dining room with a bit of a spring in his step.

Mark and Marge saw Adrian came in with a small skip in his step with a small smile on his face. Compared to when they last saw him when he wasn't feeling so well, seeing him now smiling like nothing had happened last night was pretty surprising to see. "What the heck is with you? Last night you looked like crap." Marge said while her father gave a disapproving glare at her choice of words. He'd have a chat with her about that later.

Adrian just shrugged his shoulders with a small smile on his face. "I'm all better. Like I said all I needed was just some sleep." He moved to the corner of the hall where he had left his backpack when he got home yesterday. "I better get going. I don't want to be late for school." He said as he slung it over his shoulder heading for the door.

Mark looked up at his son as he spoke with a friendly yet fatherly tone to Adrian. "Don't forget Adrian you need to pick up your sister from basketball practice today." For Marge was a pretty good basketball player in the family. Not as good as Sam but she played real good for her age.

Adrian nods his head as he looked back at his dad as he gave a two finger salute to him. "You got it dad. I'll pick up the squirt and have her home before you know it." His sister stuck her tongue out at him as his dad just shook his head with a tiny amusement as he just took his paper to read some article.

Adrian just walked out of the building still feeling fully energized like everything was falling into place. Though his mind still wondered how he had gotten the muscles he had. For Adrian was always lanky no matter what now all of a sudden he gotten those muscles from out of practically nowhere. As he continued to think and walk he all of a sudden felt this sort of…..tingle sensation at the back of his skull. Almost like instinct had kicked in and Adrian jumped to the side just as a bike messenger just wizz by him fast. Adrian looked surprised because had he still been standing there then that guy would have hit him. _'Whoa, guess this is my lucky day.'_ The teen thought to himself as he still made his way towards school.

I had no idea at the time that my body had been changed. The muscles, the sudden tingle in the back of my head. That was so confusing to me. It wasn't until I was at school when I really realized that I changed.

It was just another regular day at school for Adrian. Go to class, do the work other kids his age were lazy to do, you know the usual. It was only until lunch time where things had become interesting. Adrian was sitting alone at one of the table eating a pizza made by the cafeteria. It was something he was used to for Adrian didn't make many friends much. What few he had weren't around since they moved with family to other places, Adrian didn't mind though. It gave him some time to think about what happened to him this morning. He wondered how he was able to dodge that bike messenger even though he never saw him coming. One moment he's walking along just like normal and the next thing he knew he felt this tingle sensation in the back of his skull. Then jumping aside just as the bike messenger came right at him. It was certainly strange to the teen. Though his thought process was interrupted when he looked over seeing the same jocks that pushed him down yesterday were picking on some poor kid in glasses. Laughing as they knocked the books out of his hands. Well Adrian finally had it with those bullies. On a instinct or foolhardy confidence, he wasn't sure which Adrian got out of his spot and head right towards the commotion and narrowed his brown eyes with a small scowl as he reached the two jocks. "Don't you two have anything better to do then to reverse human evolution?" The two looked at Adrian with scowls on their faces giving the kid a chance to grab his books and run.

The first glared at Adrian as he towered over him with his bulky frame making him look much stronger then Adrian. "Oh yeah? What are you going to do about it Harpy? Tell the teacher on us like the little pansey you are?" His buddy laughed at that being the same size as the first one.

Adrian just smirked a little as he crossed his arms over his chest as he looked up at the jock feeling a lot more confident than usual. Maybe it was the fact that he was dealing with two neanderthals in front of him. "I could do that. But I think the cafeteria lady could use meat. I mean you guys must be pretty good since all your brains have gone to your muscles." That illected a few 'oh's from the small crowd that had been formed watching Adrian stand up to the two jocks.

"That does it!" The first one said charging at Adrian with a fists. Adrian's eyes widened slightly as the tingling sensation came back. Everything seemed to be going much slower than normally, he could see one kid taking out their phone to record the events in front of him, saw a fly going over a bowl of soup its wings flapping slower like one time in a few seconds. Most importantly he saw the fist that was heading right to him. Only it seemed slow like it was an action movie in slow motion. Adrian leaned right just as the fist went past him. Adrian was slightly stunned but he didn't think of it long as he avoided another fist this time to the left. He kept dodging punches like they were coming from a little kid. The tingle came again when his friend tried coming at him from behind. With the help of this sixth sense Adrian just side step as the second one trying to hit him and brought up his foot to trip him into his friend. Adrian couldn't help a slight snicker as the crowd laughed at how someone like Adrian was showing them up. The first one pushed his friend off and got to his feet now full of rage. He let out a roar as he tried to attack Adrian again. Adrian kept avoiding the fists even using his hands to deflect one or two before Adrian let his left hand grab the jocks wrist. Judging by the pain yell from him Adrian must be pretty strong too not to mention Adrian wasn't even using his full strength from what he saw but right now Adrian had a small frown on his face. The brown hair teen clenched his right hand into a fist and punched the jock right at his face. It send him spinning in the air before he landed head first into a trash can. Adrian was amazed at what he had just done and he was so stunned that he almost didn't hear the vice principal call him out.

After school and after having to sit through detention Adrian ran down an alleyway so he was all alone. He looked at his hands with a stunned look. "What the heck is going on to me? First my muscles, then that bike messenger, now this?" Adrian wondered what had changed in his routine he had done to make all of this happen. He thought about yesterday with a hum and put a hand under his chin. Okay he woke up because of his brother that was nothing new, he had breakfast with his family, he went to school and on the field trip to Star Labs, he got bitten by that spider…. Adrian's eyes widened at this mentally slapping himself for not realizing it sooner _. 'That spider! Of course, how could I not see it sooner? That spider must have been one of the radioactive spiders they were experimenting on. When that spider bit me it must have changed me. I wonder.'_ Adrian looked to the wall of the building before looking to his right hand. He slowly placed his hand on the wall then his left. Before he knew it he was climbing up the side of the building. Adrian looked down and saw he was over 30 feet sticking onto a smooth wall. A grin began to form on his face as he looked down. "Oh yeah, this is so awesome!"

Adrian had soon gone to an abandoned warehouse to practice his new found powers. He could crawl along any surface whether it be on a wall or even the ceiling. He found that he could lift larger, heavier objects like nothing. Case in point when he had lifted up an old broken piece of a forklift, not to mention that he can be comfortable in any position he is in. Whether he's crouched down on a beam or hanging upside down on the ceiling. He didn't seem to be able to make webs but that might be a good thing. He didn't want to accidentally shoot webbing on the dinner table.

 **That was my first taste of what power felt like. I had never felt so alive. I felt like I could do almost anything I wanted. I however didn't know that things were only going to go downhill from there. For I was going to learn the hard way a lesson I will never forget.**

It was 7 at night with the sun setting when Adrian finally came home. When he got to apartment 1962 he looked up to see his father frowning at him in front of the door. Adrian was surprised at this as he looked at his dad in confusion. "Dad? What are you doing out here?"

"That's funny. I was going to ask you the same thing since I tried calling your cell but you didn't answer." His father replied as he looked at his son with a disappointed look in his eyes. Adrian looked down as he pulled his cell out to see his father had left at least 10 messages. Adrian wasn't sure why until it hit him and the teen as he slap his forehead. He forgot to pick up his sister. "I see you remember now. I was still too busy at work so I had to call Sam to do the thing you were too busy to do apparently. Now I want you to go inside and apologize to your sister and brother!" Mark said sternly at Adrian as he opened the door.

Adrian sighed a little as he walked into the apartment. He saw his sister and older brother sitting on the couch and looked to the teen. Marge scowled at him while Sam looked up at with a raised eyebrow with a somewhat concerned look on his face. Adrian sighed as he put his hands pockets. "I'm sorry guys. I got distracted by something important and I lost track of time." Marge just let out a small huff crossing her arms still a little sore about being left to sit waiting for her brother who never showed up and for her other brother taking a while before she was finally brought home.

"You mean like that fight you got yourself into at school today?" Sam asked as he got to his feet looking to his little brother. Their dad had an even deeper frown on his face as he heard that as he looked at his two sons. He had heard about that through Sam when the school had called him when Mark couldn't make it to the call. Adrian just looked at his brother with a slight angry look in his eyes. Sam just sighed as he looked at his little brother. "Look Adrian. I've been where you are. You're changing and you're not sure what to do."

Adrian couldn't help but laugh a little at his older brothers statement. He had no idea what was going on and Adrian wasn't going to tell him. Adrian rolled his eyes with a small smile on his face though his tone still held some anger. "Oh, I don't think so Sam." He looked at his older brother and frowned as the blonde man continued.

"Look Adrian. You got to realize that sometimes your actions can have consequences. I mean look at today. You got detention for getting into a fight with that kid." Sam stated as he looked at his little brother. Placing his hands on his waist looking only a little imposing to Adrian. But the teen didn't care as he looked at his older brother unwavering.

"Hey! I didn't start that fight okay! He swung at me first!" Adrian retorted with a glare as he looked up at his older brother. He didn't care if he was bigger than him. With his powers he could kick his brother and give him a noogie.

"So that gives you the right to punch that kid in the eye and toss him into the garbage?" Sam said back glaring at Adrian. He never seen this kind of attitude from his little brother and he didn't like it for Adrian wasn't a thug. He was a good guy and he knew it. Mark just watched proud that his eldest son was being so responsible. He decided to take Marge to her room to leave the brothers to talk. For Mark trusted Sam to set Adrian straight. Sam let out a sigh as he put one hand on his little brothers shoulder while speaking to his little brother, "Look Adrian. Mom used to say this to me whenever I lashed out in anger. That with great power comes great responsibility. I took that to heart and you know what? I'm going to become a police officer. I know you're a good kid Adrian. I just don't want you to waste it on being so angry."

Adrian was still mad especially now that his brother was lecturing him about what he did. He stands up against two bullies and all of a sudden he's the bad guy? True he forgot to pick up his sister but it was an honest mistake. Getting this from his older brother? Adrian just seemed to snap. "Well you know what Sam!? You're not mom! You're just my older brother who thinks he knows me! Well you know something bro? You don't know me as much as you think! You know what? How about you just leave me alone!" Adrian yelled at Sam as he went back to the front door and slammed it hard behind him. Honestly it was a miracle it didn't break on impact. Adrian took the elevator down and walked out of the building with a angry scowl. He needed something, anything to vent his anger. He felt something hit his leg and looked down to see a piece of paper on it. Adrian picked it up and saw it was a flyer for what looked like an advertisement for a fight. The cash prize was 500 dollars. It looked like Adrian just found his outlet but he needed a disguise. He looked to his right and saw a clothing store which made him smile widely. Once he gone inside he had bought himself a red and blue hoodie and a pair of goggles for his eyes and red gloves. Adrian brought the goggles over his eyes with a smirk as he looked at the address on the flyer.

Adrian had come to what looked to be something of a ratty gym just barely getting some customers during the day. Apparently it was the night time where it became so lively. It was a sorts of a underground wrestling ring, the add had said that whoever could take down the champion would win 500 dollars. Adrian had signed up with a few raised eyebrows thrown his way. They shrugged it off thinking it was his choice. If he got killed for it they wouldn't be responsible for it. Adrian hissed as the champion some guy calling himself Bone Saw toss his opponent out of the ring right onto a table breaking on impact and the crowd cheering at the sight. Adrian….may have been wrong to sign up but he was in no rush to go home. When the time came where it was his turn he came up to the ring. The announcer spoke in the wired microphone that he was holding. "Now it's time for a new challenger to step into the ring. The amazing, spectacular, the ultimate! Now give it up for Spider-Man!" Adrian got into the ring with his hood up and his goggles over his eyes.

The crowd was a mix of boos and cheers for Adrian as he got into the ring. However Bone Saw was a big guy. It was like this guy took a horse and just ate it to make himself bigger. The muscles on this guy was almost as scary as his long black hair that went to his back, he wore a single suit that had the symbol of a skull all around it. _'How original.'_ Adrian thought to himself as he looked at this man with a roll of his eyes. "This pipsqueak is my opponent now?" Adrian heard the man laugh as he pointed at him. "Please, he could be a toothpick for me after I eat lunch. Not my opponent." Bone Saw laughed as he slapped his knee like he had heard the greatest joke ever.

Adrian narrowed his eyes under his goggles with a frown etched on his face under the hood. _'_ _Ohhhhhh, I think I'm going to enjoy this more than I should.'_ The teen thought to himself as the bell rang starting the match. Just as Bone Saw charged at him Adrian jumped up high and attached himself to the ceiling above with his power. Just as Bone Saw looked up Adrian dropped down and grabbed the larger man rolling forward and launch him to the ropes. Bone Saw was launched off the ropes onto the floor. Adrian smirked as stayed on his feet looking at the larger man. "I'm sorry what was that about a toothpick? You mean the one that's trapped in that terrible maw you call a mouth?" That got Bone Saw even more mad as he got up and tried punching him. Adrian just dodged and weaved the punches pretty easily thanks to his 'sixth sense' he had. Otherwise he might have gotten a pounding. That wouldn't stop him as Adrian jumped up grabbing Bone Saw by his shoulders and flipped forward sending Bone Saw down hard onto the floor. The man groaned as he slowly got to his feet while Adrian just walked up to Bone Saw still smirking as he brought up one hand with finger on his thumb. He just gave one simple flick to the forehead and Bone Saw fell like a tree. There was a stun silence for a moment before there was some cheers as Adrian brought up his arms in a cheer a grin on his face.

"Ladies and gentlemen give it up for Spider-Man!" The announcer yelled out loud as he took Adrians right wrist to show he was the winner. Things were looking good for the teen in disguise. He had just proved to himself that he was far stronger than any man that could be thrown at him. However that would once again change later on.

For when Adrian came in with his hood down and his goggles on his forehead to collect his reward as the manager did was throw 100 dollars at him from his desk which had tons of money. Adrian frowned at this as he picked up the bill. "What is this? Your ad said the reward was 500 when I beat your champion."

The manager was your typical con man with a fancy suit and a small smirk on his face as he looked at Adrian. "Yeah. But you got to sign a contract for that. But I'm being generous and giving you that. Just be happy."

"I won that money fair and square!" Adrian yelled in anger as his hands slammed on the table. He glared at the slick man who just smirked back at the teenager as he stopped counting the stacks of money he had on his desk.

"Sorry, missed the part where that's my problem." Adrian let out an angry huff as he walked out of the office. Ripped off from the money he had earned. He glanced over as he walked past a man with short buzz cut hairstyle, dark eyes that were narrowed suspiciously, he also had a long thin scar that ran down his right cheek, he was at least a few inches taller than him as he walked past, wearing a black leather jacket over his red shirt with black pants. Adrian had made it to the exit door when he heard a scuffle behind him. The teen turned around to see the man he walked past had threaten the manager of the place and stole the money with a gun in hand. As the manager called out to stop him as the man kept on running fast. Adrian just had narrowed eyes as he took a step aside to get out of the way. The man just ran out the door with the bag of money in hand. The manager got to Adrian and glared at him in anger. "What's wrong with you? You could have taken him down easy and now he's got my money!"

Adrian just snorted back as he said the very thing that was said to him. "Sorry, missed the part where that's my problem." Adrian had a small smirk as he watched the manager run back no doubt to call the cops on what had happened. Adrian left after taking off his hoodie and goggles over his head.

 **That was the choice I made back there. I chose not to act even though I had the power to do it. I could have taken down that guy with just a flick if I had wanted to. But I was too angry to see beyond my need for payback. I had no idea that it would be a choice I would forever regret.**

Adrian had made it to at least a block away from home when he noticed a sizeable crowd form in front of him with police cars flashing their lights. Adrian had this sinking feeling in the pit of his stomach that something terrible had happened. Something…..close to home. "Excuse me." Adrian said as he slowly pushed his way through the crowd. Once he got to where the police had blocked them Adrian's fears were realized. "Oh my god! That's my brother!" Adrian screamed as he pushed past the cops down to the sidewalk.

Sam was wearing his blue shorts he usually used to jog, his once white shirt was now mostly red since he was covered in blood from a gunshot to the chest. His mouth had a small trickle of blood as his sky blue eyes seemed to be fading. Adrian looked at his brother in horror never once seeing him in such a state. The worse he ever saw happen to Sam was a broken leg when he played football but this….this was so much worse. "What happened!?" Adrian asked the closest officer before keeping his eyes onto his brother again as the blonde young man lay in his own blood.

"He tried to stop a carjacker. Paramedics are on the way." Adrian should have known. When there was trouble Sam was usually the one to try and stop it no matter what the odds were. What Adrian hated at the moment was two things. One the person responsible for shooting his big brother, the other was the way he had snapped at his brother when he was only trying to help. Adrian felt great guilt as he slowly took his brothers right hand.

"Sam? Sam can you hear me?" Adrian asked as he looked down at his older brother tears threatening his eyes. He had never wanted this to happen to Sam, never! He was just so mad that he had to get away from his brother and dad. However right now….his brother was shot and he could be dying right in front of him now. Sam's blue eyes shifted a little before moving over to Adrian. His hand slowly clench to his little brothers as he looked at the brown hair teen. "It's okay. I'm here," Adrian said to his brother as he still held his hand. Sam could only say his name one last time before the sky blue color faded away and his hand let go of Adrian's even though the teen was still holding on, Sam Harper had died. Adrian's tears fell down to his cheeks as he watched his older brother die before him. Adrian sobbed as he closed his eyes as his head moved down as he knelt next to Sam still holding his limp hand.

"We got him. He's at the abandoned warehouse on 14th. Officers are on their way there." Adrian overheard some of the cops talking this time the sorrow in his eyes changed to utter rage as his tear filled eyes looked at the sidewalk. Finally, someone would serve justice for this. While it should have been left to the police Adrian wasn't going to sit idly by this time. As he let his brothers hand go he looked down at him as he got to his feet.

 _'This man is going to pay Sam. The cops can have what's left of him when I'm done with him.'_ Adrian thought to himself as he made his way out of the crowd. For he knew where the warehouse was. It was the same one where Adrian had practiced himself to test his powers with said powers he could get there faster than the cops at the moment. Adrian ran down an alleyway knocking over a trash can as he put on his red and blue hoodie, the next was his red gloves, then his goggles over his eyes before pulling up the hood. Adrian ran to the wall and jumped up on it as he crawled himself all the way up to the roof. Adrian ran as fast as he could as he jumped across the rooftops and climbing up other buildings. He made a mental note about finding a better way to travel but for now he had something more important to take care of. It only took him a few minutes to get to the warehouse that he trained at. Adrian narrowed his eyes as he hopped over the fence with ease as he ran to the warehouse. If this guy was inside he'd more than likely be as far from the door as possible. That was fine since Adrian didn't plan to use the door to get to this guy. He got to the wall at the side and slowly started to climb up it to a high up window to which Adrian opened the window slowly before crawling inside. He crawled up to the ceiling because who in the right mind would look up? That's when Adrian found him. He was on the second level hiding behind two small crates. Adrian slowly moved himself down the wall until he got to the second level. The man had no idea that a vengeful teen in red and blue was coming right at him. Adrian grabbed the man by his shoulders and pulled him up. He didn't get a chance before Adrian clocked him hard in the face sending him down on the floor. Adrian wasn't done yet as he picked him up again and kicked him in the chest sending him a couple feet to the ground. Adrian ran towards the man as he got to his feet pulling out a gun. With his sixth sense Adrian flipped back kicking the gun out of his hand down to the first level. The man tried to punch back at Adrian but the teen blocked it and punched him making the man stumble to the railing. Adrian pulled down his hood as the man looked scared under his ski mask. _'Good, he should be scared.'_

The man brought up his hands up looking at the angry teen still wearing his goggles over his eyes. "Please, don't hurt me! Just give me a chance! Just give me a chance!" The man screamed in terror as he looked at the brown hair teen that was just moments ago beating the crap out of him. This only serve to make Adrian angrier since he was now begging for his life while he took away a major part of his life.

"What about my brother punk!? Did you give him a chance!? Huh? Answer me!" Adrian screamed in rage as he grabbed the man by his jacket and lift him up with one hand, with the other one he ripped off the ski mask that he wore. Adrian's eyes widened in horror as he looked at the man he was holding with one hand. It was the same man he had let go at the gym. His buzz cut, his dark color eyes even the thin scar was the exact same this was the man that had killed his big brother. Adrian was so stunned that he dropped the man down to the floor and took a couple of steps back. This was so much worse than he thought. Seeing this man again made him regret not grabbing him in the first place, if he had acted back then his brother would still be alive. It wasn't until his sixth sense warned him of danger that the man had pulled out a knife and tried to stab him. Adrian grabbed the wrist with the knife and twisted making the man scream in pain as he dropped the knife. Letting go Adrian watched as the man stumbled back before he tripped over the railing and screamed as he fell over the edge. Adrian looked over the railing to see the man had fallen on the hard cement ground no doubt killing him since he was unmoving and nearly ten feet high. Adrian found no peace with this in a way he felt worse for this happening. Adrian didn't think long as he saw police light outside. He quickly ran over to the wall and crawled up it to the window. Adrian had just gotten out just as the cops got in.

Adrian had returned back to his normal clothes as he finally got home. Mark came over to Adrian and pulled him into a tight hug to which the teen returned relieved that his second son had come home alright. The same could not be said for Sam. Even though the killer was dead Adrian just felt miserable as his dad hugged him. Marge came over with tears streaming down her face as she joined in hugging her dad and big brother. Adrian just stood there with tears going down his face as he hugged his father and baby sister. The Harper family had just lost another loved one and all of them were hurting.

 **(No way out by Phil Collins)**

Adrian stood at the cemetery with his black suit over his white dress shirt and black tie. The funeral was just a small affair. Just family and a few friends Sam had made. Adrian looked to his right to see Marge in her black dress crying as she leaned against Mark in his suit holding her gently with tears in his own eyes for no father should have to bury their children. Adrian felt the worst of them all because he had the power to stop this. He could remember all of the things he shared with Sam. As kids when the two played together with all sorts of toys their parents bought them, how Sam would always give noogies even when they were older, how he had helped him hold their baby sister when she was only a baby. When Adrian had dropped his ice cream in the park how Sam had given his to his little brother, how the last time he had seen Sam before he was shot was shouting and yelling at him. That was what Adrian regretted the most after not stopping that guy. Then when he finally saw his brother shot and dying on that sidewalk. When all but the Harpers left Adrian walked to the grave marker that was next to another one. The first one was Ellen Harper their mother while she was still important to him Adrian's eyes stayed fixed on the newer one. For it read, "Sam Harper, born 1992 to 2014. A good son, brother and friend." Adrian let tears fall down his face as he silently whispered as he put his hand on the grave. "I'm so sorry Sam. I'm so sorry….more than you can ever know." Adrian pulled away from the grave as he headed back home with his dad and Marge.

Once at home Adrian just sat at his and Sam's room alone his knees up to his chest as he looked at the other side of the room to where Sam stuff was at. This just made the absence that much worse for him as tears went down his cheeks. He heard the door opened and Mark came in before sitting down next to his son. "I miss him so much dad."

Mark nods his head as he put a hand on the back of his son rubbing it softly. "I know you do. I miss him too. But, he's still in our hearts." He said as he looked at the grieving teen as he stay next to him. It was hard on all of them and Mark was there for the boys when their mother died. Now he'll be there for his children through this tragedy.

Adrian wiped his eyes of tears but that did little to help him feel any better than what he felt. His mind still racing to the last moment he saw his brother before he was shot. "I just…..can't stop thinking about what happened before I left. He tried to help me….and I just yelled at him." He sniffed as he rubbed his eyes again. At the rate he was going he was going to run out of tears to cry.

Mark just gave a small sad smile as he pulled Adrian over for a one arm hug. He rubbed his shoulder as he looked down at his son. "You loved him and I know for a fact Sam loved you. He knew you were a great kid just a little lost. And I agree with him too. You are meant for great things Adrian. I know you won't disappoint." He gave his son one last rub to his shoulder before going to check on Marge.

With his dad gone Adrian went to the closet pulling out his red and blue hoodie and put it on his bed. Adrian's face become determined as he remembered the last lesson that Sam had ever told him. _That with great power comes great responsibility_. Adrian would forever take that lesson to heart before he got started on what he knew he had to do.

 **I realized that my brother was right. That with great power comes great responsibility. My brother paid the price for me to learn that lesson. But I knew that I could do the good things that he had always wanted to do. So with that I got to work.**

For the next few days Adrian was hard at work when he got home from school. He used his chemistry set to test and create a nylon based substance that when exposed to air became strong webbing much like a spiders. It would dissolve within an hour making it the perfect means to travel and tie criminals. The next thing he had to do was create a device to launch this 'webbing' it took some trial and error with some getting into his face and hands sticking him to the desk. Eventually though he finally created the wrist mounted web shooters when he pressed his middle and ring fingers to the button he fired web lines. The next step was buying a sewing machine from a sweet neighbor. Grabbing spandex material Adrian began sewing black web design on the red pieces and a red spider on the blue back with short eight legs four up and four down. The mask had the same black webs with the lens white from the lens he had gotten with another black spider at the center of his chest. Adrian was soon in said costume as he fired weblines swinging over the street as he turned the corner. He landed on the wall as he crawled up it fast before shooting a webline up and over the building. He soon landed on a tall building looking down at the city in his crouched position. He became something more. Something that his brother saw in him.

 **I would honor my brothers memory, to help this city when they needed a hero. To be responsible with the powers I was given. I had become something more than what I was before. With my powers and mind I became Spider-Man.**

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 **AN: Well that was the first chapter to the story. I hope you all enjoyed it as I enjoyed working on it. Anyways leave a review, suggestions, etc. I could listen to any villain suggestions of DC you would like to see Adrian face off against. Until next time.**


	3. Chapter 2 Prepare to be Amazed

**AN: Alright everyone chapter 2 is up now. I had a little bit of time to think about how it could go down. Hopefully it is something you will like.**

 **Disclaimer: I do not own anything related to Spider-Man or Young Justice. I also do not own any possible music that may come up during the story.**

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Chapter 2: Prepare to be Amazed

It had been two weeks since Sam had died and Adrian had made his new costume and web shooters to become Spider-Man. He was currently wearing it after all as he shot a webline from his right hand letting out a small cheer as he swung in between the buildings. An advantage he learned about being Spider-Man recently, no heavy traffic or pushing through crowds. It'd make going anywhere easier. Spider-Man spun in the air doing a brief free fall before shooting two webs from his wrists pulling him up again over pedestrians. All they would probably see is a red and blue blur flying over their heads. Spider-Man swung around a corner as he asked out loud in the wind, "Well New York what's the special today?"

 _"There is a robbery in progress at National Bank at Park Avenue. First responders are on route."_

Adrian heard the police scanner he had put into his mask as a means to keep open tabs on any close by crimes. Muggers and open thefts were common enough. It never hurt to keep open lines like this for instance. "Oh, bank robbery huh? Classic, let's get to work." Spider-Man said as he shot a web as he swung in the direction to where the bank robbery was happening. The trip there was easy because of the web swinging. The only way to travel here. He came to the bank wall as he slowly opened a window. What? He was a superhero but he didn't need to break windows to do it. He's not Batman. Speaking of which when he came into the bank he saw people down at the floor and the crooks were wearing…..Justice League masks? Spider-Man had to stop himself from laughing at the irony of this scene. There were four crooks all wearing one hero mask from the league. Superman, Batman, Martian Manhunter and Wonder Woman. That last one isn't even a woman. Well he guessed he'd have to take down the 'league' here. Spider-Man crawled along the ceiling before lowering himself on a single web upside down as he looked at the crooks putting money in sacks. "Hey guys. If you were short on cash you could have just asked a fellow hero." Spider-Man quipped as they all turned to look at the spider hero. Spider-Man let go of the web flipping down to the floor. He then faked a gasp as he pointed to the crooks. "Wait, you guys aren't the League. I can tell, Wonder Woman over there gives it away!" The crooks pulled up their guns to which Spider-Man shot webs at all the guns in two lines and yanked them out of their hands. "Come on at least make it somewhat fair guys. I don't have weapons." Spider-Man quipped as he webbed the guns to the floor. The 'Superman' tried to punch at him to which Spider-Man blocked the fist and casually spun him onto the ground before webbing him. His spider sense tingle as the one in 'Martian Manhunter' came at him from behind. Spider-Man flipped in the air over the punk as he shot two weblines onto his back pulling him back. Spider-Man landed on top of him knocking him out cold. As 'Batman' tried his hand Spider-Man flipped onto the ceiling as the man tried throwing a series of punches. Right, left, right, left. Spider-Man merely tilt his head each side dodging the fists. "You think with all that skill you got you could hit one little spider." Spider-Man teased at the crook before blocking the last punch before pushing him right to 'Wonder Woman' as he tried to run. Spider-Man webbed up the two together. He wiped his hands after he gathered all four together webbing them to the wall. "Hey, when the cops get here would you mind giving them my card?" Spider-Man asked with a small smile under his mask as he stuck a small card on the webbed up goon with his staple. 'Courtesy of your friendly neighborhood Spider-Man.' With that done Spider-Man shot a webline and swung his way out of the bank just as the police had come in.

What Spider-Man and the police were unaware of at the time was that a figure in the shadows just close to the bank watched the whole thing. Someone who had a plan against the web swinging hero. "Soon Spider-Man you will be my greatest achievement. When I defeat you. Before that I think I'll ruin your reputation first." The mystery figure said as he slowly disappeared in a puff of purple smoke.

Spider-Man swung his way through the city before landing onto a certain brown building. He slowly opened the window and crawl inside it before using his foot to close the window behind him. Spider-Man stood up on the floor taking off his mask to reveal Adrian. His short brown hair was covered in sweat as he pulled off his gloves. "Man it's hot under that mask. I bet you don't hear about other heroes complaining about that." Adrian muttered as he put the mask and gloves on his bed. Adrian had been doing this superhero thing and it was not easy to say the least. Especially making the web fluid for his shooters. It is surprising how expensive the supply is needed. Adrian figured if he needed to keep a steady supply then he would need a job. He was 16 so he was legal age to work in between school. It was his hero duties he was worried about. He didn't want to cause a fuss if he was late but if it were to happen he may not prevent it because he would not stop helping people because of it. Adrian could worry about that later as he put some clothes over his suit and his mask and gloves in his pocket.

As he came out of his room and to the living/dining room all alone. An advantage to his dad and sister having pretty long days, no need to explain how he got inside. Adrian plop himself onto the couch as he took the remote to the tv and pressed the on button.

An anchor woman of a news show spoke with two guests speakers of the show. "Hello I'm Janie Williams here today to talk about the story that continues as of late. The hero calling himself Spider-Man. Many people are calling him a hero for the deeds he's done so far. However I have with me today that may not agree with the way the vigliante is doing things. With me are Gordon Godfrey and J. Jonah Jameson."

Adrian looked at the tv screen as two men were on each chair. The first was a man a guy in a blue suit and black tie, his short brown hair was combed neatly and his smile said anything but sincerity to Adrian. The other guy was older than the first one with short black hair with sides of grey on the lower parts. He had a small mustache over his lips as he looked to be frowning. He wore a grey suit with a red tie in contrast to the other guest of this show. 'Geez any smaller and that mustache would almost look like a certain german dictator.' Adrian thought to himself as he leaned back on the couch with a small chuckle. Though he would never say it out loud he was concerned with what the public thought of him. Especially if these guys were supposed to be talking about him. History has shown that the media and costume heroes didn't always mix. Look at Superman and Batman when they first started out. The media made them out to be enemies or major threats that would one day take over. Those are two of the famous ones, who knows what they'd say about him? Well he was about to find out.

The first to speak was Jameson as he looked at the camera with a angry scowl. "Thank you Janie. Now I've lived long enough to almost see them all. Superman, Wonder Woman, Green Lantern. Now a lot of these are heroes I've come to respect. You know why? Because they're not afraid to hide their faces from the rest of the world. They make you look into their eyes that garner respect! Now we have other heroes that are too scared to show themselves. Like Batman, Flash, and any other numbers of heroes. Now don't get me wrong I respect the Justice League but some of them could learn to take off their masks. Now we got this Spider-Man that swings around our great city. I'm not convinced he's the hero everyone calls him to be. For all we he could be the biggest threat to us all! I say we put out a call to have this masked man arrested!" Jonah yelled as he let his hand hit the rail of his chair. Adrian rolled his eyes slightly at this mans rambling. Something told him this wouldn't be the last time he would hear that statement from this guy. Though that didn't mean what the next guy say any better.

Gordon smiled charismatically as he looked to Jameson before looking to the camera. "Well we differ only slightly on that statement my friend." Gordon got up from his chair and adjust his tie a little as he walked around the room still looking to the camera. "While the League has done 'good' I believe they are hiding things. Things that we the people should know! I mean did they know about Spider-Man suddenly coming out of the woodwork? Or is he another alien refugee that they let stay on Earth? I mean come on look at his powers. Crawling on walls, superhuman strength and shooting webs from his wrists. I say to you now people that Spider-Man is just another alien that is just staying on Earth for his own needs. I agree that Spider-Man should be brought to justice. If the League won't do it. Then we the people will." Gordon said to the screen just as Adrian turned it off with a scowl on his face.

 _'First of all I was born in Brooklyn thank you very much. Second of all my webs are made by hand they don't just spew out of me. Third and most important, if I was an alien than the first thing I'd do is web up that mouth of yours with Jameson's.'_ Adrian thought with a small scowl on his face. He should of seen this coming, because why should everyone like a hero? That would be too easy for the newest hero in the community. At least he thought he was the newest hero. The teen sighed a little as he turned on the tv again. This time something important caught his eyes that would need him.

"We interrupt this program to bring you this breaking news. It appears that Spider-Man is seen robbing the Natural History Museum. Security seems to be unable to stop him." Adrian was shocked to see what looked like him swinging through the museum trying to escape. Which should be impossible since he was here at home. Whoever it was Adrian had to stop him. Adrian ran back to his room to grab his gloves and mask as he put them on. He gone over to his desk and grabbed two remaining cartilages of webbing. 'These are my last ones until I can make more. But that'll have to wait.' Adrian thought to himself as he pulled up his window as he jumped out in full costume. He shot a webline and swung out into the distance towards the museum.

Said Spider-Man who was avoiding the guards was now crawling outside on a wall. Over his shoulder was a sack with no doubt artifacts that he took from the museum. He looked just as a voice called out to him. "You know I hate to hit a handsome guy. But I think I'll get over it." This was in fact the real Spider-Man as he came swinging on a web right towards him with his own feet out aiming to kick him. Adrian has done this plenty of times before, swing down on bad guys and kick them pretty hard. What he didn't see coming was the Spider-Man all of a sudden disappear and instead of a wall there was a glass window. "Uh oh." Spider-Man muttered as the red and blue clad hero could not stop himself. The hero crashed through the window and tumbling down on the floor. Spider-Man got to his knees shaking his head still confused by what had just happened. One moment he was swinging at his doppleganger, the next he was crashing through a window.

"Freeze Spider-Man!" The webhead turned to his left to find two guards holding their weapons at him. Spider-Man raised his hands up over his head as he got up to his feet. This was not his finest moment.

"Okay I know what this may look like but I didn't take anything I swear!" Spider-Man pleaded his claim to his innocents. Though judging by the skeptical looks on their faces he had the feeling they didn't believe him. Well he better go before they decide to shoot first, ask question later. He aimed his right arm out and pressed the trigger to his shooters. The only sound they made was a, 'pfft.' Adrian tried again with his left one only to get the same sound. 'Oh come on not now!' Spider-Man yelled in his mind as he looked at his wrists knowing his shooters ran out of webbing. The guards seeing that he was trying to escape were ready to shoot if necessary. That was until purple smoke filled the room all of a sudden. Spider-Man coughed closing his eyes on instinct as he felt the smoke dissipate while hearing two thuds hit the floor.

Spider-Man looked up the moment the smoke cleared. The two guards were unconscious on the floor and someone new stood over them. He wore what looked like a green space suit with yellow gloves, a long purple that reached down to the heels of his boots, eye clips were on his shoulders keeping the cape on. The weirdest part about him was the bowl he wore over his head the only signs of a face was a shadow in it. Adrian couldn't see any features, just a shadow of a face. Though somehow Adrian could tell that the man was smiling under his clear bowl head. He spoke in a tone with deathly charisma. Much like a magician to an audience. "The great Spider-Man, we finally meet face to face."

Spider-Man lowered his hands as he looked at this man with confusion written on his mask as his lenes narrowed curiously. This was a first for him. Spider-Man has done some research on super villains and he had seen some crazy, weird and dangerous villains that he so far knew about. This one however seemed to make most of them seem like normal, most….of them anyways. "Uh….should I know you? I mean you know who I am obviously. I just think that I would know a guy that wears a fish bowl on his head." Obviously a joke but he still wanted to know who this guy was.

The man chuckled as he spread his arms open as the shadow on the face spun around briefly in the bowl before facing the web swinging hero. "You may call me the Amazing Mysterio. And I….will be the one to destroy you."

Spider-Man had silently put his last two web cartridges into his web shooters while Mysterio had spoke in his grandiose way. "Wow, they say you never forget your first girlfriend but I guess I'll never forget the first time a super villain says they'll destroy me." Spider-Man shot his webline right onto his helmet. It surprised Spider-Man when the bowl fell of and the man stood there with an empty spot where his head should be. This made Spider-Man even more shocked when the body just casually leaned down and picked up the bowl and placed it back onto his shoulders. "Okay…...that is definitely going to give me nightmares later tonight."

Mysterio chuckled as he brought his hands up and his fingers making an odd pattern with crossing his middle and ring fingers while connecting his index and thumbs on each hand making a triangle. "That is, if you have a later." The ground seemed to shake for a moment making Spider-Man stumble a little before looking up to see pieces of the roof above falling to him. Spider-Man brought his arms over his head on instinct closing his eyes for a moment. When he felt nothing Spider-Man looked up to see nothing again. His spider sense tingle as Mysterio crossed the distance and managed to get a good hit on Spider-Man making him grunt in slight pain before getting another punch to the gut and kick in the chest sending the red and blue hero across the hall. "Face it Spider-Man. You cannot defeat a master in the mystic arts." Mysterio made more motions of his hands as purple smoke covered the area. Spider-Man coughed a little as he couldn't see in the smoke. Spider-Man got into a stance as he looked around only seeing purple smoke, then he saw a shadow a Mysterio. Without thinking it through Spider-Man jumped right at the shadow. He passed right through the shadow rolling on the floor for a moment before getting up. "Come now Spider-Man. You can't defeat what you don't know what is real or not. For I can be everywhere and nowhere at the same time."

Spider-Man could hear Mysterio laughing in the smoke making the hero clench his fists starting to get mad. "Yeah well at least I'm not a coward that hides behind smoke and mirrors. So why don't you come out so I can knock that fish bowl off your head again." Spider-Man could hear Mysterio laugh as the smoke began to clear away again to show the green clad man with his glass bowl. "Got you now." Spider-Man said as he shot a web to the ceiling and swung right at him.

Mysterio made the same hand sign as the shadow looked right to Spider-Man. "Do you now?" The man said as the ceiling once again exploded above the spider hero with falling debris.

"Fool me once shame on you, fool me twice…." Spider-Man was saying out loud until he stopped mid sentence as his spider sense warned him of danger. He looked up realizing it was the debris from the ceiling that blew up. He let out a louder grunt of pain as it crashed on top of him making him crash onto the ground. "Shame on me." He finished groaning as he looked up as Mysterio came towards him.

He chuckled as he looked down at the down hero as he crossed his arms over his chest. "You see now Spider-Man? You can not defeat Mysterio, but do not fear. I will not destroy you now. No, I intend to ruin your reputation like you did mine." He held up his hand and a sack appeared in it with a small puff of smoke. He dropped the bag out came several artifacts. Just then the police came out of their cars and were making their way inside. "There's my cue to disappear. Have fun Spider-Man." He laughed as purple smoke surrounded his form and when it cleared he was gone.

Spider-Man groaned as he slowly pushed the large debris off his body. He was glad that he had superhuman strength. Otherwise he'd never be able to get that debris off him, though that did little to dull the pain in his ribs right now. "Freeze!" Spider-Man looked up to see police coming in for him with guns raised. Thinking quick on his feet Spider-Man shot up onto his feet shooting a webline out the window he came in and quickly swung out of the museum. He shot another web as he swung away from the police. _'Great, just great. I had a fight with a guy in a stupid spacesuit calling himself Mysterio, he frames me for a robbery I didn't even do and now cops were almost about to shoot me. I swear my day can't get any worse.'_ Spider-Man thought to himself however he would be proven once again wrong.

 _'I stand corrected.'_ Adrian thought to himself as he got home wearing his normal clothing as he watched a news feed. The topic you may be wondering right now? 'Spider-Man robs museum.' Nothing about another guy calling himself Mysterio, whoever he was knew how to cover his tracks. He didn't show up on camera feed from security cameras, no one saw him only Spider-Man, the guards knocked out claimed it was his doing. He was the only one to see him and who would believe a guy wearing red and blue spandex? It was not a good day for Spider-Man. Adrian just couldn't get how Mysterio could pull all of that off. Was he really magic? No that couldn't be, magic wasn't a real thing. That's what Adrian believed in anyways because to him magic was nothing but cheap parlor tricks that magicians use to distract people.

"I'm taking over." His little sister Marge said as she swiped the controller despite her brother protesting. Marge smiled as she changed the channel. She put on a magic show that was on camera here in the city. This was an old playback from a while back so it wasn't new. She smiled as she watched as the magician lifted his assistant with only a wave of his wand. This making Adrian roll his eyes with a snort. Marge heard that glaring to him with her blue eyes. "Shut it, I love magic and so did Sam so I don't want to hear it you nerd."

 **Yep, Sam and Marge loved magic shows. It was the thing those two could bond over back then. Honestly I just thought it was all bunch of phooey to me. Magic? Please, the day I believe in magic is the day pigs fly.**

Adrian rolled his eyes as he looked at his little sister with a tiny smile on his face. "Whatever sis. I just don't understand how you can like this sort of thing. I mean….to me it's just garbage." He could see her sticking her tongue out at him before turning back to the show. It soon showed another magician this one a dark hair, almost a bowl cut, dark eyes that kept his eyes on the crowd wearing a green suit and red tie. What he did next was what surprised Adrian. He crossed his middle and ring fingers together and his thumbs and index fingers made a triangle. It was the same gesture Mysterio used in one of his tricks. He looked to his sister with a raised eyebrow and shrugged his shoulders. He acted as casual as possible trying not to be too suspicious. "I mean whose this guy? I mean what is with the hand gestures?"

Marge rolled her eyes as she looked at her older brother as she crossed her arms. "You really don't watch the news. That's Quentin Beck, used to be a great master of illusions. Tried to make it to the movie career not too long ago. Though I saw a news feed that one of his special effects went wrong at a movie set, nearly killed an actress before Spider-Man came in and saved her." Now that Adrian thought about it he did save one actress a week ago at Central Park. One of the pyro mechanics was going haywire launching all sorts of fireworks one of which was heading to an actress. That was until he came in saved the actress there and stopped the machine by webbing up the controls shorting it out. He didn't stick around long enough to get any names. Just to check if anyone was hurt before he shot a web and swing away. He didn't realize that one of the guys there must have been Beck.

"So….what happened to him?" Adrian asked his sister wondering what had happened to Beck after he had left.

Marge just shrugged her shoulders as she looked back to the tv. "From what I hear, he got fired. Other then that I couldn't tell you what had happened to him. From one of the last feeds about him he blamed Spider-Man and the actress….I can't remember her name but he blamed her too." She chuckled as she watched the old feed of Beck pulling out a dragon from a tiny hat.

Adrian just frowned a little in thought as he looked to the tv. No wonder he seemed like magic. He was a master of special effects thus making him appear to be magical by making illusions that seemed real. Well if he was going to face someone like him soon he'd have to make more webbing. So with that Adrian got up from the couch going to his room to make more web fluid with his remaining supply.

It's been a few days since his first encounter with Mysterio as Spider-Man kept his eyes peeled for the green suit man. It proved to be hard because he only appeared when he wanted to be seen. Plus in a city this big finding a needle in a haystack would be a lot easier than finding one man out of over a million. Adrian was lucky right now was a weekend so he had time to kill in his costume. With his supply of chemicals for his webbing all but gone he had to be careful how he used them. He landed on the a tall building in Time Square next to a gargoyle. "I tell ya Stan. It's hard trying to find a guy in a green suit and a fish bowl on his head. So where would you go if you were some attention hungry guy wanting revenge?" Spidey asked his stone 'friend' with a raised eyebrow under his mask.

 **I know what you guys are thinking? Why are you talking to a stone gargoyle? People will think you're crazy. In case you forgot I got bit by a radioactive spider that gave me powers and I'm wearing tights to beat up bad guys. For free I might add. I think crazy went out the window a long time ago.**

Before Spidey could make a joke about Stan knowing where Mysterio was he heard someone yell something and he looked up at one of the screens showing Yankee stadium and lo and behold there's Mysterio causing havoc. He had several ropes around a familiar actress that he saved that day. It figures Mysterio would go for her in the open. "Thanks Stan." Spidey said as he shot a web before landing softly on a police van heading towards the ballpark. "Don't want to waste all my web fluid getting there. Lucky for me I got a ride." Spider-Man said to himself as he sat on the roof as the van kept going without noticing him.

Mysterio laughed as the crowds of people ran in fear at his might. All while he held the actress that was partially responsible for ruining his future. "Yes! That is right New York! You should fear the might that is Mysterio!" He waved one hand around making the whole area fill up with purple smoke as a legion of Mysterio's came out of wood work blocking people path to leave. He smirked as he looked to the scared woman he held captive. "Now it's time to make you pay." Before Mysterio could make a move webbing hit him in the face making him grunt under his dome as he tried to grab the webbing off.

Spider-Man flipped down from the seats above onto the baseball field in front of Mysterio grabbing the actress from him. "Honestly, one of you is bad enough Mysterio I don't think you cut it in the MLB." Spider-Man told the actress to get somewhere safe enough while Mysterio struggled to get the webbing off eventually. Mysterio growled at the hero as he made hand gestures.

"You'll regret that Spider-Man. I was hoping to save you for a later time but this will be sufficient enough." With that said Mysterio made all of his legion of clones come down to the field surrounding Spider-Man. Spidey knew that this was just another one of Mysterio's tricks so he kept his eyes on the one in front of him. Spider-Man jumped at him and tried to punch him in the head where his bowl was. Mysterio however puffed away from him. Spider-Man turned to the others believing he blend into the others. Spider-Man tried punching one only for his fist to go harmlessly through it. He felt a hit from behind even though his spider sense tingle. Spider-Man tried to do a roundhouse only to get the same result. All of the Mysterio's laughed as they surrounded the webhead. "You cannot touch me Spider-Man, I am the master of the mystic arts."

Spidey knew that was a lie but couldn't deny that Mysterio had an advantage over him. Every magician even Mysterio wasn't perfect. _'Come on Spidey think! He can use any tricks that can mess with your sight and hearing. Wait…..my spider sense! He can't fool my spider sense! Okay Harper time to trust in your spider sense.'_ Spider-Man closed his eyes under his mask as he let his eyes and ears take a seat back in this instance. Everything around him seem to slow to a near crawl as Spider-Man waited. The familiar tingle in the back of his skull came to him as one of them came right at him with a fist. Spider-Man spun under the punch and used both feet to kick him hard enough to reveal that one was a robot. Another came at him for a kick but his spider sense didn't go off and so the kick went through his stomach harmlessly. Spider-Man dodged and weaved past the ones that were threats and others that weren't to pass through him. Soon there only stood him and the real Mysterio. Spider-Man opened his eyes and smirked at Mysterio. "What's the matter fish for brains? Is that all you got up your sleeves?"

Mysterio growled in anger as he glared at Spider-Man his voice filled with so much rage you'd think his dome was red. "I'll show you what I have up my sleeve!" He crossed his arms and his hands made another sign as the ground around them changed into a portal below them with most of the grass and dirt between them appeared to floating above. Mysterio raised his hands up as he levitate in the air. "I will end you right now!"

Spider-Man looked down at the portal below but his spider sense didn't go off so it was a fake as well. "Sorry buddy, but I think the show's over." Spider-Man shot a web onto Mysterio's chest and pulled down on him. With a mighty battle cry Spider-Man punched Mysterio hard in the head sending the dome off his head to reveal Quentin Beck. The illusion breaking as soon as he hit the ground. Spider-Man walked over to the knocked out villain. "Was never a fan of magicians anyways." He said as he webbed him up for the police to handle.

Adrian was soon eating dinner with his dad and Marge enjoying some spaghetti. Adrian let out a low hum at his dads cooking once again prevailing. He looked over to see his dad glancing at a news paper. The Daily Bugle Planet, a combination of the old Daily Bugle and the growing Daily Planet. On the cover was Quentin Beck being taken away though the title was less than desired. 'Spider-Man creates chaos at Yankee stadium with Mysterio.' By J. Jonah Jameson. He should have known that man would be trying to trash his name. However something else caught his eye and he had to be sure if he read it right. "Hey dad can I see that paper?"

Mark looked to Adrian with a raised eyebrow as he picked up the paper. "Sure thing son. I just didn't think you'd be interested in the papers. What did you want to look at?" Mark asked him curious on what Adrian was looking at as the teen looked into the paper.

"Well dad I was thinking about taking up a job and I think one just came up I might be good at. Something along the lines of photography." Adrian said with a small smile that grew as he read an ad in the paper. 'Job opening at the Daily Bugle Planet for photographs of Spider-Man.' A way to make money and something that could be done pretty easily in Adrians eyes. It was a pretty big win.

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 **AN: Well that was the second chapter to the story. I hope you all enjoyed it as I enjoyed working on it. Anyways leave a review, suggestions, etc. I could listen to any villain suggestions of DC you would like to see Adrian face off against. Until next time.**


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